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Astaldi Case Astaldi Case Alberto Dell’Acqua Alberto Dell’Acqua Astaldi Case Introduction Astaldi is the second largest construction company in Italy and is currently in the best position to further develop its business of designing and building large, complex projects. This healthy situation is the result also of the benefits offered by the Law (“Legge Obiettivo”) of December 2001, which fostered future infrastructural investments through favorable regulations (therefore trying to fill the gap existing between Italy and other big European countries), and of the know how concerning the technical and financial management of orders, which allows Astaldi to successfully work in the main foreign markets. Given the above mentioned situation, Astaldi needs more than ever the financial resources that come only from a listing on the Stock Exchange, to strengthen its image and activity in the Italian scene and increase the company’s business volume abroad to reach levels comparable to its main competitors. In light of these considerations, the company’s advisors are called to value the company to fix the offer price range for the placement of shares to be offered to the market investors. Astaldi SPA History of the Group Astaldi SPA, as can be seen in the graph below, is currently the second largest construction company in Italy: Turnover Market Shares, 2001 Source: Company data (2001) 3% Others 4% 2% 2% 3% Impregilo 4% Astaldi 4% Condotte 4% Coopsette 7% 52% Coopcostruttori 15% Pizzarotti CMB CMC Bonatti Fincosit 1 Alberto Dell’Acqua The company was founded in 1926 as an individual firm “Ing. Sante Astaldi”, and it was only in 1929 that the company’s name and legal status were changed in “Impresa Astaldi Costruzioni e Lavori Pubblici SPA”, a joint stock company. Over the years the group became one of the main players in the sector of public works in its home-country as well as abroad, thanks to the acquisition of specific expertise in the designing and creation of large projects in the transport, infrastructure, energy and construction sector (civil and industrial). In particular, following the consolidation of its position in the national market (in the 30s and 40s), Astaldi began an intense internationalization process (in the 50s and 70s) through the establishment of “Impresa Astaldi Estero SPA” in 1950. It became one of the most important Italian companies abroad and gained a great deal of experience by building important public projects in various geographical, economic and political conditions. In 1985, “Impresa Astaldi Costruzioni e Lavori Pubblici” and “Impresa Astaldi Estero” merged to create the present Astaldi S.p.A. Starting from 1998 the Group broadened its business by extending its operations to the sector of concession management, especially through the creation and management of parking lots and hospitals in some Italian metropolitan areas. The acquisition of Italstrade S.p.A. (IRI Group) and Gruppo Dipenta Costruzioni S.p.A., completed between 1997 and 1998, represented a fundamental step for the group’s expansion process. The two companies, which were engaged in the design and creation of large works, guaranteed the consolidation and further strengthening of Astaldi’s business in Italy and abroad. The two acquired companies were merged by incorporation into Astaldi in June 1999 and January 2001 respectively, within the framework of a process meant at reorganizing its stakes to rationalize the group’s operating structure.1 Company structure The situation as of December 31, 2001 states that Astaldi holds, directly and indirectly, stakes in 215 companies: 171 associative structures (72 operational, 51 in liquidation and 48 non-operational); 44 other companies, of which 17 are operational. The high number of stakes reflects the operational structure of the sector which involves the establishment of companies for the period necessary to complete the projects and their subsequent liquidation at the end of the transaction. Areas of activity The Astaldi Group mainly operates in the design and construction of: Transport infrastructure (railways, subways, roads, motorways, airports and ports); Hydraulic work and power plants (dams, hydroelectric plants, waterworks, depuration systems, pipelines and gas pipelines) Civil and industrial construction (hospitals, universities, courthouses, parking areas and nuclear power stations) 1 At the same time, the company name of the subsidiary Place Moulin S.p.A. was also changed into Italstrade S.p.A., so as to ensure the continuity of the brand at an international level. 2 Alberto Dell’Acqua Only recently Astaldi has started to be engaged in a new business in the concessions sector, which relates to the activity of construction and the subsequent management (or only management) of works and plants in the reference sectors. Over the years, the company has undertaken an internationalization process and assumed an important role among the main world operators of the sector, thereby establishing a network of consolidated relationships worldwide. Astaldi is presently active in North America (Florida), Central America (Honduras, Dominican Republic, El Salvador, Nicaragua, Venezuela and Bolivia), Europe (Denmark, Greece, Romania and Turkey), Africa (Morocco, Algeria, Tunisia, Libya, Congo Brazzaville, Tanzania and Guinea), the Middle East (Saudi Arabia) and Asia (China). When making a suitable analysis of Astaldi’s business volume, it should be noticed that a volume of 733.9 million euro was reached in 2001, with a significant recovery compared to the previous year (719.3 million euro), which had been marked by a slight reduction in comparison to 760.3 million euro in 1999. The graphs below highlight the distribution of business volumes per activity and geographical area: Breakdown net sales by business segment, 2001 Source: Astaldi Balance Sheet (2001) 11% 4% Infrastructure Hydroelectric system 85% Building Industry Geographic Area Net Sales, 2001 Source: Astaldi Balance Sheet (2001) 9% 13% Africa 26% Italy 52% America Europe The order portfolio of the group as of December 31, 2001 consists of 90 orders (60 in Italy) for a total value of 2,665 million euro. In the early months of 2002 the order portfolio has further benefited from the signing of two important contracts in Venezuela and one in Italy for a total order flow estimated at about 880 million euro (not included in the order portfolio as of December 31, 2001). For an order to be listed in the order portfolio, it is necessary that: a formal commitment from the client exists; the financial coverage for the work is defined. 3 Alberto Dell’Acqua The graph below shows the break-down of the order portfolio by activity and geographical areas: Portfolio breakdown at 31st Dec. 2001 Source: Astaldi Balance Sheet (2001) Concessions 14% 14% 9% Infrastructure Building History 63% Hydroelectric system Portfolio breakdown by continent at 31st Dec. 2001 Source: Astaldi Balance Sheet (2001) 19% 7% Africa 19% Italy 55% America Europe Reported below is the description of the three main business areas in which the group operates: Astaldi’s core business is transport infrastructure, representing about 85% of the total business volume for 2001, with a turnover equal to 622 million euro. The annual average increase over the three-year period 1999-2001 for this business was equal to 1.8%; as far as the geographical distribution is concerned, the predominant position in the Italian market, with a share in 2001 equal to 48% of the total business volume, and the simultaneous increase in the importance for the American area (Europe, 15%; America, 28%; Africa, 9%) should be underlined. The order portfolio concerning transport infrastructure as of December 31st 2001, on the other hand, amounted to1,687 million euro with an incidence of 63.3% on the total.2 2 The most important projects under way concern the Italian market while others relate to the American market. Some of them are listed here below: The ultramodern Rome-Naples High Speed Line; The development of Turin railway hub; 4 Alberto Dell’Acqua The second business area where Astaldi is well known for its skill, technological know-how and vast experience is in the hydraulic works and power plant segment. All these characteristics make the group one of the major operators in the sector of design and creation of hydroelectric plants (dams, pumping system and power stations, etc.). In 2001 this segment reached 11% of the total business volume, generating revenues of 82 million euro, in any case lower than 1999 (118 million euro). Italy remains the best outlet market for the business of hydraulic works and energy production, with 64% of the total business volume in 2001 (America, 16%; Africa, 10%). As already mentioned above, the orders as of December 31st, 2001 in this business sector accounted for 14% of the total order portfolio, for a value equal to about 362 million euro.3 Civil and industrial construction represents a residual business segment for the group, characterized by a more limited need for investments and lower profit margins connected to some types of work (hospitals, universities, courthouses). In the long run, the creation of civil and industrial works is nevertheless fundamental to the management, in concession regime, of services concerning the projects created and is therefore necessary for implementing the group’s strategy. The turnover for this segment in 2001 was 30 million euro, therefore accounting for 4% of total revenues. According to a geographical break-down of this amount, 90% is attributable to the Italian market, 7% to the African market and the remaining 3% to the European market. To these projects it is necessary to add those in progress and contained in the order portfolio: as of December 31st, 2001 those had a value of a 238 million euro, equal to 9% of the total orders. The last segment to deserve special attention within all the various activities performed by the group is concession management as it represents, within the framework of Astaldi’s strategies, an opportunity of diversification and increase earnings thanks also to the synergies within the traditional construction sector.
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